UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 21, 1999
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
California 77-0387041
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
COMMISSION FILE NUMBER: 0-25034
2860 West Bayshore Road, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
(650) 813-8200
(Registrant's telephone number, including area code)
ITEM 5. OTHER ITEMS.
On May 21, 1999, Greater Bay Bancorp (the "Registrant") completed a merger
with Bay Area Bancshares ("BA Bancshares"), the holding company of Bay Area Bank
("BAB") which was accounted for as a pooling-of-interests. Shareholders of BA
Bancshares received 1.38682 shares of the Registrant's Common Stock for each
outstanding share of BA Bancshares Common Stock. A total of 1,399,321 shares
were issued in the transaction.
The supplemental consolidated financial statements filed herewith have been
prepared accounting for the merger using the pooling-of-interests method of
accounting. Upon publication of the Company's financial statements for a period
which includes May 21, 1999, their supplemental consolidated financial
statements will become the historical financial statements of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
NO. EXHIBITS
- ------- -------
23.1 Consent of PricewaterhouseCoopers LLP
27.1 Restated Financial Data Schedules for quarters ended September 30,
1998 and June 30, 1998 (included in electronic filing through EDGAR)
27.2 Restated Financial Data Schedules for quarters ended March 31, 1998
and December 31, 1997 (included in electronic filing through EDGAR)
27.3 Restated Financial Data Schedules for quarters ended September 30,
1997 and June 30, 1997 (included in electronic filing through EDGAR)
27.4 Restated Financial Data Schedules for quarters ended March 31, 1997
(included in electronic filing through EDGAR)
27.5 Restated Financial Data Schedules for the years ended December 31,
1998 and 1997 (included in electronic filing through EDGAR)
27.6 Restated Financial Data Schedules for the year ended December 31, 1996
(included in electronic filing through EDGAR)
27.7 Restated Financial Data Schedules for quarters ended March 31, 1999
and December 31, 1998 (included in electronic filing through EDGAR)
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include BA Bancshares and BAB)
For the Years Ended December 31, 1998, 1997 and 1996:
Selected Financial Data
Management's Discussion and Analysis
Consolidated Balance Sheet as of December 31, 1998 and 1997
Consolidated Statements of Operations for the Years Ended December 31,
1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Independent Accountants
99.2 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include BA Bancshares and BAB)
For the Quarters Ended March 31, 1999 and 1998:
Management's Discussion and Analysis
Consolidated Balance Sheet as of March 31, 1999 and December 31, 1998
Consolidated Statements of Operations for the Quarters Ended March
31, 1999 and 1998
Notes to Consolidated Financial Statements
2
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GREATER BAY BANCORP
(Registrant)
By:
/s/ STEVEN C. SMITH
- -------------------
Steven C. Smith
Executive Vice President, Chief Administrative Officer and
Chief Financial Officer
Date: July 1, 1999
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EXHIBIT INDEX
Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP
27.1 Restated Financial Data Schedules for quarters ended September 30,
1998 and June 30, 1998 (included in electronic filing through EDGAR)
27.2 Restated Financial Data Schedules for quarters ended March 31, 1998
and December 31, 1997 (included in electronic filing through EDGAR)
27.3 Restated Financial Data Schedules for quarters ended September 30,
1997 and June 30, 1997 (included in electronic filing through EDGAR)
27.4 Restated Financial Data Schedules for quarters ended March 31, 1997
(included in electronic filing through EDGAR)
27.5 Restated Financial Data Schedules for the years ended December 31,
1998 and 1997 (included in electronic filing through EDGAR)
27.6 Restated Financial Data Schedules for the year ended December 31, 1996
(included in electronic filing through EDGAR)
27.7 Restated Financial Data Schedules for quarters ended March 31, 1999
and December 31, 1998 (included in electronic filing through EDGAR)
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include BA Bancshares and BAB)
For the Years Ended December 31, 1998, 1997 and 1996:
Selected Financial Data
Management's Discussion and Analysis
Consolidated Balance Sheet as of December 31, 1998 and 1997
Consolidated Statements of Operations for the Years Ended December
31, 1998, 1997 and 1996
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Report of Independent Accountants
99.2 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include BA Bancshares and BAB)
For the Quarters Ended March 31, 1999 and 1998:
Management's Discussion and Analysis
Consolidated Balance Sheet as of March 31, 1999 and December 31, 1998
Consolidated Statements of Operations for the Quarters Ended March
31, 1999 and 1998
Notes to Consolidated Financial Statements
4